Canton, Massachusetts · Saved source text
Article 21 - Special Tax Agreement with Spear Street Capital
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Source page 1
SPECIAL TAX ASSESSMENT AGREEMENT
AMONG THE TOWN OF CANTON, MASSACHUSETTS 8~ 1895 JW OWNER,LLC
This S~ecial Tax Assessment("STA") Agreement (the "Agreement") is made as of the
Z day of r`7G~~ , 2019, by and among the TOWN of CANTON,a municipal
corporation duly organized under the laws of the Commonwealth of Massachusetts,
having a principal place of business at Memorial Ha{I, 801 Washington St., Canton, MA
02021 (hereafter called "the TOWN")acting through its Board of Selectmen, and 1895
JW Owner, LlC ("OWNER"), with a principal place of business at One Market Plaza,
Suite 4125 in San Francisco, CA 94105 and at 450 Lexington Avenue, New Yark, New
York 10017.
WHEREAS, OWNER intends to lease out certain real estate located at One Orchard
Way, Canton, MA 02021 shown as Parcel 3 on Town of Canton Assessor's Map 68 (the
"PROPERTY");
WHEREAS,OWNER and future lessees will be making improvements, equipping,
operating, and using the premises for business activity at the PROPERTY and desires
to obtain certain exemptions from property taxation from the TOWN on the investment
in the PROPERTY for a limited period of time; and
NOW,THEREFORE, in consideration of mutual promises contained herein, the
sufficiency of which is hereby acknow{edged, OWNER and the TOWN agree as follows.
SPEAR STREET CAPITAL'S OBLIGATIONS
1. OWNER shall use reasonable efforts to begin leasing out the PROPERTY by
investing, on or before July 1, 2019, approximately $600,000.00 in the
construction, renovation and other hard development costs for the
improvement of the PROPERTY for commercial office space and to equip the
PROPERTY.
2. If OWNER decides to sell its entire interest in the PROPERTY,then OWNER
shall use reasonable efforts to give the TOWN written notice of its intent to
transfer ownership. Said notice shall be given by certified mail, return receipt
requested, to Town Administrator, Memorial Hall, 801 Washington St.,
Canton, MA 02021.
3. Owner shall use reasonable efforts to provide the Massachusetts Economic
Assistance Coordinating Council("EACC"} and the TOWN with an annual
report no later than January 31st for each calendar year or part thereof that
the Agreement is in effect. Said report shall contain the following information
in reasonable detail: (1)full-time employment levels at the PROPERTY;(2)
total estimated investment at the PROPERTY;(3) amount of local property
tax paid at the PROPERTY; and (4) amount of local property tax exempted at
the PROPERTY. Additionally, in each annual report to the Town, OWNERSource page 2
sha{I provide to the TOWN in reasonable detail the leasing status of the
PROPERTY.
4. If OWNER fails to meet any of the material obligations specified in this
Agreement, then the TOWN, acting through its Board of Selectmen, may
request decertification of the STA or the PROPERTY by the EACC. Prior to
requesting such decertification, the TOWN shall give written notice of the
alleged default to OWNER and an opportunity to meet with the TOWN'S
Board of Selectmen or any members of the Board of Selectmen or TOWN
officials as the Board of Selectmen may designate to discuss a cure for the
alleged default. Upon receipt of written notice, OWNER shall diligently
undertake and carry out curing any alleged default, and shall have 120 days
from the date of the written notice to cure such default; provided, OWNER
shall diligently proceed with curing such default and provided further that the
time to cure such default shall be extended where the inability to cure results
from reasons of force majeure (e.g. act of God, act or war, terrorism) for the
duration of such farce majeure. Should QWNER opt not to cure any default,
then OWNER agrees not to oppose any request by the Town of
decertification of the STA or PROPERTY based on such default.
5. If OWNER undertakes substantial activities to fully lease out the PROPERTY
before May 13th, 2019 but(a)the STA or PROPERTY is decertified,(b)this
Agreement is terminated,(c} OWNER sells the PROPERTY before July 1,
2020, or (d) there is a material default by OWNER of this Agreement or other
agreement between OWNER and the TOWN related to the PROPERTY that
remains uncured after any applicable cure period, then any remaining STA to
be provided to OWNER per this Agreement shall be deemed terminated and
revoked.
ll. TOWN'S OBLIGATIONS
1. The TOWN'S Baard of Selectmen will execute this Agreement on behalf of
the TOWN. Such execution is subject to and contingent upon ratification by
Town Meeting. This Agreement shall not be binding upon the parties should
Town Meeting fail to rafify this Agreement.
2. Contingent an OWNER complying with its obligations and conditions set forth
above and compliance with all applicable laws and regulations, including but
not limited to 760 C.M.R. § 22.00 et seq., the TOWN shall grant to OWNER a
Special Tax Assessment("STA")exemption for a period of five (5) years in
accordance with Massachusetts General Laws, Chapter 23A, Sections 3E-3F;
Chapter 40, Section 59; and Chapter 59, Section 5. Said STA exemption
shall be granted on the full assessed value of the building and all
improvements made to the same and shall be based on the assessed value
of the building for each fiscal year in which the exemption applies.Source page 3
3. Said STA exemption shat{ commence beginning July 1, 2019 and sha11 end
on June 30, 2024. The base valuation for determining assessed value of the
PROPERTY shall be determined by the TOWN'S Board of Assessors in such
board's usual manner and payments to the TOWN shall be required per such
board's usual and customary manner paid in quarterly installments by
August 1, November 1, February 1 and May 1 of each year. For the
avoidance of doubt, the Fiscal Year 2020 building and land valuations for the
PROPERTY will be $41,526,300 and $32,973,700, respectively. The amount
of the STA shall be as follows:
Year of A reement Tax Assessment
Fiscal Year 1 50% tax abatement on the buildin s
Fiscal Year 2 40% tax abatement on the buildin s
Fiscal Year 3 30% tax abatement on the buildin s
Fiscal Year 4 20% tax abatement on the buildin s
Fiscal Year 5 10% tax abatement on the buildin s
III. ADDITIONAL PROVISIONS
1. This Agreement shall be binding on OWNER, its transferees, and each of
their respective successors and assigns; provided, however, that OWNER
shall have the right to terminate, at OWNER'S option, this Agreement in the
event the OWNER sells any of its interest in the PROPERTY by delivering
written notice of such termination to the TOWN.
2. The matters described above as obligations of OWNER are only conditions to
the eligibility for tax exemptions under this Agreement, and do not create any
obligation or covenants of OWNER that may be specifically enforced by the
TOWN in equity, it being intended that the TOWN'S remedies shall be as is
set forth in Paragraph #4 and #5 of Section I of this Agreement.
3. This Agreement is subject to Massachusetts General Laws Chapter 23A,
Sections 3A-3H inclusive; Chapter 40, Section 59; and Chapter 59, Section 5.
4. Should any provision of the Agreement be declared or be determined by a
court of competent jurisdiction to be illegal or invalid, the validity of the
remaining parts, terms, and provisions shall not be affected thereby and said
illegal or invalid part, term, or provisions shall be deemed not to be park of the
Agreement upon such declaration or determination.
5. The Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
6. The Agreement may only be amended or modified by a written instrument.
The failure of any party at any time to require the performance of anySource page 4
provision hereof shall in no manner affect the right of such party at a later
time to enforce the same.
7. This Agreement may be signed in multiple counterparts, each of which shall
be deemed an original, but alf of which together shalt constitute one and the
same instrument. This Agreement may be signed by a signature delivered by
facsimile or other electronic image, which shall bind the party so signing.
Nofinrithstanding anything herein to the contrary, no provision of this
Agreement shall waive, bar, diminish or in any way affect: (a) any power,
charge or obligation of the Town to regulate or issue any permit or order with
respect to the Town Property per any applicable statute, code, regulation or
bylaw, or(b) any limitations on liability afforded a body politic of the
Commonwealth of Massachusetts, including but not limited to any limitations
afforded by G.L. c. 258,§ 10.
9. Notwithstanding any provision in this Agreement or other agreement to the
contrary, all obligations of OWNER under this Agreement to pay to the TOWN
any amount owed to the TOWN under this Agreement or any applicable law
shall survive any decertification of the STA and any expiration or sooner
termination of this Agreement or any lease for the PROPERTY.
10. If the valuation of buildings on the PROPERTY increases over 5.0%during
any individual year of the term of the STA then OWNER shall have the right to
appeal said valuation to the Board of Assessors. Nothing in this Agreement,
however, shall prevent OWNER from appealing the valuation of the land
component of the PROPERTY for any individual year of the term of the STA.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]Source page 5
EXECUTED as a sealed instrument on the day and year first above written.
1895 JW OWNER, LLC TOWN OF CANTON,
By 1895 JW OWNER,LLC, a By its Board of Selectmen
Delaware limited liability company
/~
By' -
~/
Name: ,~1~,;~ s, {~,~1 ark J~ Porter, Chairman
Title: pt~.~D-~
Duly authorized
Christopher J. Connolly, Vice-~
Chairman
~~
Tho a W.Theodore, Clerk
Joh J. n Ily, Member
4425423.2Source page 6
MEMORANDUM OF UNDERSTANDING
between the Town of Canton and
1895 JW Owner, LLC
/Z.~~
THIS ME O~NDUM OF UNDERSTANDING (the "MOU") is made as of the
day of ~~ , 2019, by and between the Town of Canton, a municipal corporation
duly organized under the laws of the Commonwealth of Massachusetts, having a principal
place of business at Memorial Hall, 801 Washington St., Canton, MA 02021 ("Town"),
acting through its Board of Selectmen, and 1895 JW Owner, LLC ("Owner°) with a
principal place of business at One Market Plaza, Suite 4125 in San Francisco, CA 94105
and at 450 Lexington Ave., 39~' Floor, New York, New York 10017.
WHEREAS, Owner and the Town have entered into a Specia4 Tax Assessment
Agreement ("STA Agreement") related to Owner's ownership of an approximately
540,000 square foot building (the "Project') located at One Orchard Way in Canton,
M assachusetts shown as Parcel 3 on Town of Canton Assessor's Map 68 (the
"Property"); and,
WHEREAS, Owner wishes to provide support for the Project and STA Agreement and
the community of which it intends to become a part,
NOW,THEREFORE, Owner, and the Town, agree as follows.
1. College Student Scholarship. For fiscal years 2020 through 2025, Owner
shall annually award and pay to two Canton residents a college scholarship of $1,000
each.
2. Senior Center Donation. Owner shall make a single $5,000 donation to the
Town of Canton Senior Center via a payment to the Town during calendar year 2020.
3. Canton Association of Business and Industry. During fiscal years 2020
through 2025, Owner shall apply for and maintain a membership with the Canton
Association of Business and Industry.
4. Annual Report. Owner shall file with the Town an annual report no later
than January 31st for each year of the STA Agreement describing in reasonable detail
Owner's efForts to comply with this MOU.
5. Owner Giving Policy. Owner's amount and timeframe for donations are
subject to the Company's corporate giving policy; provided however, if there are any
conflicts between this MOU and Owner's corporate giving policy, then the parties will work
together in good faith to determine reasonable and equivalent substitute donations to be
made to the Town to replace any donation that conflicts with such policy and to amend
this MOU accordingly.Source page 7
6. This MOU shall be subject to and contingent upon the execution of the
STA Agreement and the ratification by Town Meeting of the STA Agreement. Nothing in
this MOU shall be deemed to modify the STA Agreement. In the event of any conflict
befinreen this MOU and the STA Agreement, the STA Agreement shall prevail.
7. Amendment. This MOU may only be amended or modified by a written
instrument. The failure of any party at any time to require the performance of any
provision hereof shall in no manner affect the right of such party at a later time to enforce
the same.
8. This MOU shall be binding on Owner, its transferees, and each of their
respective successors and assigns; provided, however, that OWNER shall have
the right to terminate, at OWNER's option, this MOU in the event OWNER sells
any of its interest in the PROPERTY by delivering written notice of such termination
to the TOWN.
9. Miscellaneous. This MOU shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts. Should any provision
of this MOU be declared or be determined by a courk of competentjurisdiction to be illegal
or invalid, the validity of the remaining parts, terms, and provisions shall not be affected
thereby and said illegal or invalid part, term, or provisions shall be deemed not to be part
of this MOU upon such declaration or determination.
10. Execution and Delivery. This MOU may be signed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. This MOU may be signed by a signature delivered by facsimile
or other electronic image, which shall bind the party so signing.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]Source page 8
EXECUTED as a sealed instrument on the day and year first above written.
1895 JW Owner, LLC TOWN OF CANTON,
By its Board of Selectmen
By 1895 JW Owner, LLC, a
Delaware limited liability compan
,
.
By:~ Mark J. o er, Chairman
Name: l` ~
//
Duly authorized L/~~~ ~
Christopher J. Connelly, Vice-
Chairman
(~—
TFjc~~ s W.Theodore, Clerk
J n J. n o ly, Member